[[Letterhead of Orrick, Herrington & Sutcliffe LLP] February 23, 2012 Brett E. Cooper (415) 773-5918 bcooper@orrick.com VIA EDGAR Robert F. Telewicz Jr., Senior Staff Accountant Division of Corporation Finance 100 F Street, NE Re: China Metro-Rural Holdings Limited Form 20-F for Fiscal Year Ended March 31, 2011 Filed July 11, 2011 File No. 000-53776 Dear Mr. Telewicz: Form 20-F Item]
[[Letterhead of Orrick, Herrington & Sutcliffe LLP] February 23, 2012 Brett E. Cooper (415) 773-5918 bcooper@orrick.com VIA EDGAR Robert F. Telewicz Jr., Senior Staff Accountant Division of Corporation Finance 100 F Street, NE Re: China Metro-Rural Holdings Limited Form 20-F for Fiscal Year Ended March 31, 2011 Filed July 11, 2011 File No. 000-53776 Dear Mr. Telewicz: Form 20-F Item]
[China HGS Real Estate Inc. (NASDAQ: HGSH) 3 3 Business Largest multifamily developer in southern Shaanxi Province Exchange/ Ticker NASDAQ / HGSH Capital Structure • Price: $0.70 (1) • Market Cap: $31.5M (1) • Trading Volume: (3M) 10,274 • 52 - Week Range: $0.50 - $3.10 • Shares Outstanding: 45,050,000 Valuation Comparison Overview Ticker Stock Price 3 P/E 3 •] []
[China HGS Real Estate Inc. (NASDAQ: HGSH) 3 3 Business Largest multifamily developer in southern Shaanxi Province Exchange/ Ticker NASDAQ / HGSH Capital Structure • Price: $0.70 (1) • Market Cap: $31.5M (1) • Trading Volume: (3M) 10,274 • 52 - Week Range: $0.50 - $3.10 • Shares Outstanding: 45,050,000 Valuation Comparison Overview Ticker Stock Price 3 P/E 3 •] []
[] [CERTIFICATION (1) I have reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate Inc., for the fiscal period ended December 31, 2011. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification (1) He has reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate Inc.; and (2) Based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made,]
[] [CERTIFICATION (1) I have reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate Inc., for the fiscal period ended December 31, 2011. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification (1) He has reviewed this Quarterly Report on Form 10-Q of China HGS Real Estate Inc.; and (2) Based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made,]
[N E T T U E U R I E N X N M S a h i n g o n 2 0 5 4 9 W O 0 - / F A m e n d m e n o ( M a O S N U O R S A S IO 1 O 1 5 d] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K/A of China HGS Real Estate Inc., for the fiscal year ended September 30, 2011. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification As Adopted Sarbanes - Oxley Act of 2002 (1) He has reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of China HGS Real Estate Inc.; and (2) Based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to]
